No talks: the new battleground in takeovers

No talk provisions have become standard fare in public M&A transactions in Australia. In fact, they have become so ubiquitous that it is easy to forget that they are effectively prohibited in some jurisdictions (e.g. the UK).  

Under a no talk provision, a takeover target agrees to not engage with any potential counter bidder for a defined period. This leaves the original bidder with a period of exclusivity in which to progress its bid. The no talk applies even if the competing bid is unsolicited. To that extent, a no talk is more likely to impact the chance of the target engaging with an alternative offer than a 'no shop', which merely prevents the target from actively seeking out alternate bidders.